TIDMAC8

RNS Number : 9777M

Acceler8 Ventures PLC

27 September 2021

27 September 2021

ACCELER8 VENTURES PLC

Interim Report for the six months ended 30 June 2021

Acceler8 Ventures Plc (LSE: AC8, "AC8" or the "Company") announces its unaudited condensed interim results from incorporation on 25 March 2021 to 30 June 2021.

Strategy

AC8 was established in 2021 to undertake one or more investment and / or acquisition opportunities of businesses operating within the UK or internationally across certain sectors.

The Company retains a flexible investment and acquisition strategy which will, subject to appropriate levels of due diligence, enable it to deploy capital in target companies by way of minority or majority investments, or full acquisitions where it is in the interests of shareholders to do so. This includes transactions with target companies located across the UK and internationally, including but not limited to, Europe and the Asia Pacific region, with enterprise values up to GBP250 million.

The Company's strategic aim is to drive shareholder value through the acquisition of target companies in certain sectors where the Board believes there to be sustainable growth opportunities both organically, and through acquisition. Sectors of particular focus include gaming, media and entertainment, software and technology, industrials and business services.

Results and developments in the period from incorporation to 30 June 2021

The Company's loss after taxation was GBP157,000, reflecting operating expenses incurred during its admission to the Main Market of the London Stock Exchange.

The Company completed two pre-IPO placings with its Directors and founder shareholders, raising in aggregate GBP425,000 gross placing proceeds through the issuance of 425,000 ordinary shares.

In addition, the Company also commenced its IPO placing process under which it was proposing to raise GBP325,000 incremental gross placing proceeds through the issuance of a further 325,000 new ordinary shares.

As at the 30 June 2021, GBP92,000 had been received in advanced by AC8 pertaining to the IPO placing, which was held within the Company's bank account pending admission. This increased AC8's cash balance as at 30 June 2021 to GBP517,000.

Developments in the post period end and outlook

In July 2021, the Company completed its IPO placing, raising incremental gross placing proceeds of GBP325,000. Including the pre-IPO placing, this increased AC8's cash balance to GBP750,000 as at admission.

On 19 July 2021, the Company completed its IPO process and obtained a standard listing on the Official List of the Financial Conduct Authority, with its shares admitted to trading on the Main Market of the London Stock Exchange under the ticker AC8.

Since admission, AC8 has continued to pursue its investment and acquisition strategy and is currently assessing both domestic and international opportunities within its chosen sectors of interest.

Enquiries :

 
 Tessera Investment Management 
  Limited 
 Tony Morris                      +44 (0) 7742 189145 
                                 -------------------- 
 
 
 Meare Consulting 
                                 -------------------- 
 Adrian Duffield                  +44 (0) 7990 858548 
                                 -------------------- 
 

INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the period from incorporation on 25 March 2021 to 30 June 2021

 
                                     Note         Unaudited 
                                               Period ended 
                                               30 June 2021 
                                                        GBP 
----------------------------------  -----  ---------------- 
 Revenue                                                  - 
 Cost of sales                                            - 
----------------------------------  -----  ---------------- 
 Gross profit                                             - 
 Operating expenses                               (157,000) 
----------------------------------  -----  ---------------- 
 Operating profit/(loss)                          (157,000) 
 Net finance income                                       - 
----------------------------------  -----  ---------------- 
 Loss before tax                                  (157,000) 
 Taxation                                                 - 
----------------------------------  -----  ---------------- 
 Loss for period                                  (157,000) 
 Loss attributable to the Company                 (157,000) 
----------------------------------  -----  ---------------- 
 
   Loss per share expressed 
   in pounds per share 
 From continuing and total 
  operations: 
  Basic & diluted loss 
  per share, GBP                        9           (0.9) 
----------------------------------  -----  -------------- 
 
 

The Company has no items of other comprehensive income.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 30 June 2021

 
                                   Note    Unaudited 
                                            As at 30 
                                           June 2021 
                                                 GBP 
--------------------------------  -----  ----------- 
 Assets 
 Current assets 
 Receivables and prepayments                       - 
 Cash                              6         517,000 
--------------------------------  -----  ----------- 
 Total current assets                        517,000 
--------------------------------  -----  ----------- 
 Current liabilities 
 Trade and other payables          7       (249,000) 
--------------------------------  -----  ----------- 
 Net current assets                          268,000 
--------------------------------  -----  ----------- 
 Net assets 
 Share capital                     8           4,252 
 Share premium                     8         420,748 
 Retained earnings                         (157,000) 
--------------------------------  -----  ----------- 
 Total equity attributable to 
  equity holders of the Company              268,000 
--------------------------------  -----  ----------- 
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the period from incorporation on 25 March 2021 to 30 June 2021

 
                           Share   Share premium   Retained earnings       Total 
                         capital             GBP                 GBP      equity 
                             GBP                                             GBP 
---------------------  ---------  --------------  ------------------  ---------- 
 Balance as                    -               -                   -           - 
  at 25 March 
  2021 
 Loss for period               -               -           (157,000)   (157,000) 
---------------------  ---------  --------------  ------------------  ---------- 
 Total comprehensive 
  loss                         -               -           (157,000)   (157,000) 
---------------------  ---------  --------------  ------------------  ---------- 
 Shares issued             4,252         420,748                   -     425,000 
 Balance as 
  at 30 June 
  2021                     4,252         420,748           (157,000)     268,000 
---------------------  ---------  --------------  ------------------  ---------- 
 

CONSOLIDATED STATEMENT OF CASH FLOWS

For the period from incorporation on 25 March 2021 to 30 June 2021

 
                                                     Unaudited 
                                                  Period ended 
                                                  30 June 2021 
                                                           GBP 
 Cash flows from operating activities 
 Loss before income tax                              (157,000) 
 Increase in trade and other payables                  157,000 
                                                -------------- 
 Net cash from operating activities                          - 
                                                ============== 
 Cash flows from financing activities 
 Cash received from issue of Ordinary Shares           425,000 
 Cash received in respect of Ordinary Shares 
  to be issued                                          92,000 
                                                -------------- 
 Net cash inflow from financing activities             517,000 
                                                ============== 
 Net increase in cash and cash equivalents             517,000 
 Cash and cash equivalents at beginning of                   - 
  period 
                                                -------------- 
 Cash and cash equivalents at end of period            517,000 
                                                ============== 
 

NOTES TO THE GROUP FINANCIAL INFORMATION

   1.     General information 

The Company was incorporated on 25 March 2021 as Acceler8 Ventures Limited, a private limited company under the laws of Jersey with registered number 134586. On 17 May 2021, the Company was re-registered as an unlisted public limited company and its name was changed to Acceler8 Ventures Plc. The Company is the parent company of Acceler8 Ventures Subco Limited (a private limited company under the laws of Jersey with registered number 134587).

The address of its registered office 28 Esplanade, St. Helier, Channel Islands, JE2 3QA, Jersey.

The Company has been incorporated for the purpose of identifying suitable acquisition opportunities in accordance with the Group's investment and acquisition strategy with a view to creating shareholder value. The Group will retain a flexible investment and acquisition strategy which will, subject to appropriate levels of due diligence, enable it to deploy capital in target companies by way of minority or majority investments, or full acquisitions where it is in the interests of shareholders to do so. This will include transactions with target companies located in the UK and internationally, including but not limited to, Europe, and the Asia Pacific region.

   2.     Basis of preparation 

These interim condensed consolidated financial statements and accompanying notes have neither been audited nor reviewed by the Company's auditor.

The principal accounting policies applied in the preparation of the interim condensed consolidated financial statements are set out below. These policies have been consistently applied to the period presented, unless otherwise stated.

The interim condensed consolidated financial statements have been prepared in accordance with IFRS using the measurement bases specified by IFRS for each type of asset, liability, income and expense.

The interim condensed consolidated financial statements are presented in GBP unless otherwise stated.

These interim condensed consolidated financial statements were approved by the Board of Directors on 24 September 2021.

Comparative figures

No comparative figures have been presented as the interim condensed consolidated financial statements cover the period from incorporation on 25 March 2021 to 30 June 2021.

Going concern

The interim condensed consolidated financial statements have been prepared on a going concern basis.

The basis for this conclusion is as a result of the projected monthly financial forecasts prepared and reviewed by the Directors contained in the working capital board memorandum approved by the Board of the Company as part of its admission process to the Main Market of the London Stock Exchange. The Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the interim condensed consolidated financial statements.

   3.     Significant accounting policies 

The interim condensed consolidated financial statements is based on the following policies which have been consistently applied:

Basis of consolidation

The interim condensed consolidated financial statements incorporate the results of Acceler8 Ventures Plc and its subsidiary.

Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if, and only if, the Group has:

-- Power over the investee (i.e., existing rights that give it the current ability to direct the relevant activities of the investee)

   --      Exposure, or rights, to variable returns from its involvement with the investee 
   --      The ability to use its power over the investee to affect its returns 

Generally, there is a presumption that a majority of voting rights results in control. To support this presumption and when the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:

   --      The contractual arrangement(s) with the other vote holders of the investee 
   --      Rights arising from other contractual arrangements 
   --      The Group's voting rights and potential voting rights 

The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated financial statements from the date the Group gains control until the date the Group ceases to control the subsidiary.

Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity holders of the parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance.

When necessary, adjustments are made to the interim condensed consolidated financial statements of subsidiaries to bring their accounting policies into line with those used by other members of the Group.

All intra-group transactions, balances, income and expenses are eliminated in full on consolidation.

Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and in hand and on demand deposits due within three months with banks and other financial institutions, that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value.

Equity

Ordinary Shares are classified as equity.

Taxation

Income tax for the period is based on the taxable income for the year. Taxable income differs from profit as reported in the statement of comprehensive income for the period as there are some items which may never be taxable or deductible for tax and other items which may be deductible or taxable in other periods. Income tax for the period is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period. Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.

Deferred income tax is recognised, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the interim condensed consolidated financial statements. Deferred income tax is determined using tax rates (and laws) that have been enacted, or substantially enacted, by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised, or the deferred income tax liability is settled.

Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

   4.     Critical accounting estimates and judgments 

In preparing the interim condensed consolidated financial statements, the Directors have to make judgments on how to apply the Group's accounting policies and make estimates about the future. The Directors do not consider there to be any critical judgments that have been made in arriving at the amounts recognised in the interim condensed consolidated financial statements.

   5.     Investments 

Principal subsidiary undertakings of the Group

The Company directly owns the ordinary share capital of its subsidiary undertakings as set out below:

 
 Subsidiary                          Nature               Country         Proportion    Proportion 
                                of business      of incorporation      of A ordinary          of B 
                                                                              shares      ordinary 
                                                                             held by        shares 
                                                                             Company          held 
                                                                                        by Company 
------------------            -------------    ------------------    ---------------  ------------ 
 Acceler8 Ventures             Intermediate               Jersey,            100 per 
  Subco Limited                     holding               Channel              cent.         0 per 
                                    company               Islands                            cent. 
------------------            -------------    ------------------    ---------------  ------------ 
 

The address of the registered office of Acceler8 Ventures Subco Limited (the "Subco") is 28 Esplanade, St. Helier, Channel Islands, JE2 3QA, Jersey. The Subco was incorporated on 25 March 2021 and prepares its own financial statements for the period ended 31 March each year.

The A ordinary shares have full voting rights, full rights to participate in a dividend and full rights to participate in a distribution of capital. The B ordinary shares have been issued pursuant to the Company's Subco Incentive Scheme as set out in Note 13.

6. Cash and cash equivalents

 
                                                As at 
                                         30 June 2021 
                                                  GBP 
                            ------------------------- 
 Cash at bank and in hand                     517,000 
                            ========================= 
 
   7.     Trade and other payables 
 
            Amounts falling due within one year:                       As at 
                                                                30 June 2021 
                                                                         GBP 
            Provisions                                               140,000 
            Accruals                                                  17,000 
            Calls in advance                                          92,000 
                                                   ------------------------- 
            Total                                                    249,000 
                                                   ========================= 
 
 

Calls in advance relate to certain IPO related placing proceeds received in advance by the Company from proposed IPO placees, which were subject to the Company's admission in July 2021.

The Company has also recognised a contingent liability of GBP115,125, which relates to transaction support, admission fees and printing expenses. These expenses are contingent on the Company being admitted to the Main Market of the London Stock Exchange, and as at 30 June 2021, the Directors of the Company were uncertain as to whether this event would take place. The Directors have recognised this amount as a contingent liability.

   8.     Share capital and share premium 
 
                             Number      Share 
                        of ordinary    capital   Share premium     Total 
                             shares        GBP             GBP       GBP 
                      -------------  ---------  --------------  -------- 
 As of 30 June 2021         425,000      4,252         420,748   425,000 
                      =============  =========  ==============  ======== 
 
   9.     Earnings per share 
 
                                    30 June 2021 
 Loss attributable to the equity 
  holders of the Company               (157,000) 
 Weighted number of shares in 
  issue                                  174,486 
 (Loss) / earnings per share 
  (GBP)                                    (0.9) 
---------------------------------  ------------- 
 

Capital reorganisation

On 18 May 2021, the Company resolved to subdivide its ordinary share capital by 100:1 in order to reduce the nominal value of the Ordinary Shares from GBP1 each to GBP0.01 each. This resulted in a post subdivision share capital of 200 Ordinary Shares, which were then redesignated into 2 Ordinary Shares of GBP0.01 par value each and 198 Deferred Shares of GBP0.01 par value each. On 21 May 2021, in accordance with article 5B of the Company's articles of association adopted by way of written resolution by all the members of the Company passed on 18 May 2021, the Company redeemed for nil consideration the Deferred Shares.

Placing and issue of equity

On 21 May 2021 and following the Company's capital reorganisation, the Company raised GBP399,998 through the issuance of 399,998 new ordinary shares of GBP0.01 each. 274,999 ordinary shares were subscribed for by David Williams, Director and shareholder of the Company, 100,000 ordinary shares were subscribed for by Giles Willits, Director of the Company, and 24,999 ordinary shares were subscribed for by Tessera Investment Management Limited, also a shareholder in the Company. Following completion of the placing and the issuance of 399,998 new ordinary shares on 21 May and a further 25,000 new ordinary shares for GBP1 on 24 May 2021, the Company's total issued share capital is 425,000 Ordinary Shares of GBP0.01 par value each.

   10.   Financial instruments 
 
                                               As at 
                                        30 June 2021 
                                                 GBP 
 
 Financial assets 
                                      -------------- 
 Cash and cash equivalents                   517,000 
                                      ============== 
 
 

Financial risk management objectives and policies

The Group's major financial instrument comprises its bank balance. The risks associated with this financial instrument, and the policies on how to mitigate this risk are set out below. The Directors manage and monitor these exposures to ensure appropriate measures are implemented in a timely and effective manner.

Credit risk

The Group's credit risk is wholly attributable to its cash balance. The credit risk from its cash and cash equivalents is deemed to be low due to the nature and size of the balances held as of 30 June 2021.

Interest rate risk

As of 30 June 2021, the Group had no exposure to interest rate risk.

Currency risk

All monetary assets and liabilities and all transactions of the Group are denominated in its functional currency. As such, the Group is exposed to no foreign currency risk.

Fair value of financial assets and liabilities

There is no material difference between the fair value of the Group's financial asset and its carrying value in the interim condensed consolidated financial statements.

   11.   Related party transactions 

On incorporation, the Company issued 1 Ordinary Share of GBP1 par value at GBP1 per Ordinary Share for cash consideration of GBP1 to David Williams, a Director.

On 14 May 2021, the Company entered into a strategic advisory agreement with Tessera pursuant to which Tessera has agreed to provide strategic and general corporate advice, and acquisition and capital raising transaction support services to the Company. Tessera was entitled to an initial transaction fee of GBP100,000 (plus VAT) payable on admission for transaction management services provided to the Company in connection with admission and the placings. Following admission, Tessera will provide strategic advisory services and will be paid a success fee on completion on the first acquisition, at an amount to be agreed between Tessera and the Company. Following completion of the first acquisition, Tessera will provide services as requested by the Company and will charge a fixed daily rate or monthly retainer fee depending on the volume of such services.

On 21 May 2021, the Company issued 274,999 Ordinary Shares of GBP0.01 par value at GBP1 per Ordinary Share for cash consideration of GBP274,999 to David Williams, a Director, and a further 100,000 Ordinary Shares of GBP0.01 par value at GBP1 per Ordinary Share for cash consideration of GBP100,000 to Giles Willits, also a Director of the Company who was appointed on 5 May 2021. In addition, the Company issued a further 24,999 Ordinary Shares of GBP0.01 par value at GBP1 per Ordinary Share for cash consideration of GBP24,999 to Tessera.

   12.   Ultimate controlling party 

As of 30 June 2021, the ultimate controlling party of the Group is David Williams by virtue of his majority shareholding in the Group.

   13.   Post balance sheet events 

Director service agreements

On 14 July 2021, each of the Non-executive Directors entered into a letter of appointment with the Company. With effect from admission, each of the Directors have been entitled to receive a gross annual fee of GBP20,000, payable monthly in arrears, plus reimbursement of all reasonable and properly documented expenses incurred in performing their duties as directors of the Company.

Subco Incentive Scheme

On 14 July 2021, David Williams and Giles Willits, Directors of the Company, and Anthony Morris and Kathleen Long, Directors of Tessera Investment Management Limited, became the first participants in the Subco Incentive Scheme ("Founder Participants"), and as such, the proportion of shareholder value attaching to the Subco Incentive Scheme is 2.9 per cent. of a total cap of 15 per cent. Under the terms of the Subco Incentive Scheme, the Founder Participants each subscribed for B Shares in Subco at their unrestricted market value equating to 2 pence per B Share. The Founder Participants and their respective holdings are outlined below.

 
 
   Name                      Subco B shares 
                                       held 
 Giles Willits                       24,000 
 Kathleen Long                        1,667 
 David Williams                       1,667 
 Anthony Morris                       1,666 
 Total                               29,000 
                          ================= 
 
 

Placing and issue of equity and admission

On 19 July 2021, the Company completed its IPO placing raising GBP325,000 through the issuance of 325,000 new ordinary shares.

The Company also completed its IPO process and obtained a standard listing on the Official List of the Financial Conduct Authority, with its shares admitted to trading on the Main Market of the London Stock Exchange under the ticker AC8.

Following admission, the Company's total issued share capital increased to 750,000 Ordinary Shares of GBP0.01 par value each.

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END

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